EX-99.1(IV) 6 v201327_ex99-1iv.htm Unassociated Document

Exhibit 99.1(iv)

HUBEI INDUSTRIAL UNIVERSITY BUSINESS COLLEGE
(A WHOLLY OWNED SUBSIDIARY OF WUHAN JIYANG EDUCATION INVESTMENT CO., LTD.)
 
CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2010
(UNAUDITED)
 


HUBEI INDUSTRIAL UNIVERSITY BUSINESS COLLEGE
(A WHOLLY OWNED SUBSIDIARY OF WUHAN JIYANG EDUCATION INVESTMENT CO., LTD.)

CONTENTS

 
Pages
   
Condensed Balance Sheets as of June 30, 2010
1
   
Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2010 and 2009
2
   
Unaudited Statements of Cash Flows for the six months ended June 30, 2010 and 2009
3
   
Notes to Condensed Financial Statements (Unaudited)
4 –6
 
 
 

 

HUBEI INDUSTRIAL UNIVERSITY BUSINESS COLLEGE
(A WHOLLY OWNED SUBSIDIARY OF WUHAN JIYANG EDUCATION INVESTMENT CO., LTD.)
 CONDENSED BALANCE SHEET (Unaudited)
 (In thousands)
ASSETS

   
As of June 30, 2010
 
   
RMB
 
CURRENT ASSETS
     
Cash and cash equivalents
    26,197  
Accounts receivable, net
    1,883  
Prepaid expenses and other current assets
    4,932  
Inventory
    261  
Total Current Assets
    33,273  
         
PROPERTY AND EQUIPMENT, NET
    161,061  
         
OTHER ASSETS
       
Land use rights, net
    32,260  
TOTAL ASSETS
    226,594  
LIABILITIES AND STOCKHOLDERS EQUITY
       
         
CURRENT LIABILITIES
       
Accounts payable
    31,196  
Accrued expenses and other current liabilities
    23,742  
Income tax payable
    21,695  
Deferred revenue
    17,660  
Current portion of bank loan
    54,000  
Total Current Liabilities
    148,293  
         
NON-CURRENT LIABILITIES
     
         
TOTAL LIABILITIES
    148,293  
         
COMMITMENTS AND CONTINGENCIES
     
         
SHAREHOLDERS’ EQUITY
       
Registered capital
    50,000  
Additional paid-in capital
    20  
Due from holding company
     (36,803 )
Retained earnings (Unappropriated)
    65,084  
Total Shareholders’ Equity
    78,301  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
    226,594  

The accompanying notes are an integral part of these condensed financial statements

 
1

 
 
HUBEI INDUSTRIAL UNIVERSITY BUSINESS COLLEGE
(A WHOLLY OWNED SUBSIDIARY OF WUHAN JIYANG EDUCATION INVESTMENT CO., LTD.)
 CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
 (In thousands)

   
For the three
months
   
For the three
months
   
For the six
months
   
For the six
months
 
   
Ended
   
ended
   
ended
   
Ended
 
   
June 30, 2010
   
June 30, 2009
   
June 30, 2010
   
June 30, 2009
 
   
RMB
   
RMB
   
RMB
   
RMB
 
                         
REVENUES
    26,670       23,983       53,424       48,323  
                                 
COST OF REVENUES
    (20,996 )     (18,380 )     (42,565 )     (38,038 )
                                 
GROSS PROFIT
    5,674       5,603       10,859       10,285  
                                 
OPERATING EXPENSES
                               
General and administrative expenses
    (9 )     (2 )     (122 )     (14 )
                                 
INCOME FROM OPERATIONS
    5,665       5,601       10,737       10,271  
                                 
OTHER INCOME (EXPENSES)
                               
Bank loan interest
    (864 )     (988 )     (1,709 )     (1,954 )
Other income
    -       -       -       (138 )
                                 
Total Other (Expenses) Income, net
    (864 )     (988 )     (1,709 )     (2,092 )
                                 
INCOME BEFORE TAXES
    4,801       4,613       9,028       8,179  
                                 
INCOME TAX EXPENSE
    (1,200 )     (1,143 )     (2,257 )     (2,034 )
                                 
NET INCOME
    3,601       3,470       6,771       6,145  

The accompanying notes are an integral part of these condensed financial statements

 
2

 
 
HUBEI INDUSTRIAL UNIVERSITY BUSINESS COLLEGE
(A WHOLLY OWNED SUBSIDIARY OF WUHAN JIYANG EDUCATION INVESTMENT CO., LTD.)
 CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
 (In thousands)
   
For the six months ended June 30,
 
   
2010
   
2009
 
   
RMB 
   
RMB
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income attributable to HIUBC
    6,771       6,145  
Adjusted to reconcile net income to cash provided by operating activities:
               
Depreciation and amortization
    10,184       9,506  
Changes in operating assets and liabilities
               
(Increase) decrease in:
               
Accounts receivable
    2,337       4,145  
Prepaid expenses and other current assets
    (2,577 )     24,730  
Inventory
    41       73  
Increase (decrease) in:
               
Deferred revenue
    (52,981 )     (47,869 )
Accounts payable
    (3,352 )     18,031  
Accrued expenses and other current liabilities
    (4,949 )     (16,411 )
Income tax payable
    2,257       2,034  
Net cash (used in)/provided by operating activities
    (42,269 )     384  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchase of property and equipment
    (5,361 )     (1,602 )
Due from holding company       8,000        (7,400
Net cash provided by/(used in) investing activities
    2,639       (9,002 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
                 
Net cash provided by financing activities
           
                 
NET INCREASE IN CASH AND CASH EQUIVALENTS
    (39,630 )     (8,619 )
                 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    65,827       11,845  
CASH AND CASH EQUIVALENTS AT END OF PERIOD
    26,197       3,226  
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
               
Cash  paid for interest expenses
    1,709       1,954  
The accompanying notes are an integral part of these condensed financial statements

 
3

 

HUBEI INDUSTRIAL UNIVERSITY BUSINESS COLLEGE
(A WHOLLY OWNED SUBSIDIARY OF WUHAN JIYANG EDUCATION INVESTMENT CO., LTD.)

NOTES TO THE CONDENSED
FINANCIAL STATEMENTS (UNAUDITED)
 (In thousands)

NOTE 1 
BASIS OF PRESENTATION

Hubei Industrial University Business College (“HIUBC” or “the College”) was incorporated in the People’s Republic of China (“PRC”) on July 13, 2004.  HIUBC, which was founded in 2003 by private investors, is an independent accredited college affiliated with Hubei Industrial University, that offers bachelor degree and diploma courses in industrial engineering design, computer engineering, management, economics, language studies and law. Revenue is generated primarily from student tuition fees and student boarding charges.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the unaudited condensed financial statements contain all adjustments consisting only of normal recurring accruals considered necessary to present fairly the College's financial position as of June 30, 2010, the results of operations for the three and six months ended September 30, 2010 and 2009 and cash flows for the six months ended June 30, 2010 and 2009. The results for the three months and six months ended June 30, 2010 are not necessarily indicative of the results to be expected for a full year. These financial statements should be read in conjunction with the audited financial statements and footnotes for the year ended December 31, 2009.

NOTE 2 
BANK LOAN

Bank loan consisted of the following:
   
RMB
 
       
Note payable to a bank at bank's floating rate per annum, guaranteed by a related party, due November 20, 2010.
    24,000  
         
Note payable to a bank at bank's floating rate per annum, guaranteed by a related party, due October 20, 2010.
    30,000  
      54,000  
         
Less: current maturities
    54,000  
      -  
         
Maturities are as follows:
 
RMB
 
For the year ended December 31, 2010
    54,000  
      54,000  
 
 
4

 

Interest expense paid for the three and six months ended June 30, 2010 and 2009 were RMB864, RMB1,709, RMB988 and RMB1,954 respectively.

NOTE 3 
INCOME TAX

HIUBC was incorporated in the PRC and is subject to PRC income tax. The income tax rate applicable was 25%.

The income tax expenses for three months ended June 30, 2010 and 2009 are summarized as follows:
PRC Income Tax
 
2009
   
2008
 
   
RMB
   
RMB
 
             
Current
    1,200       1,413  
Total provision for income taxes
    1,200       1,413  

The income tax expenses for six months ended June 30, 2010 and 2009 are summarized as follows:

PRC Income Tax
 
2009
   
2008
 
   
RMB
   
RMB
 
             
Current
    2,257       2,034  
Total provision for income taxes
    2,257       2,034  
 
No deferred tax liabilities incurred from temporary differences relating to revenue earned but not yet taxable.

NOTE 4 
RELATED PARTY TRANSACTIONS

As of June 30, 2010, the College had RMB36,803 due from its holding company, Wuhan Jiyang Education Investment Co., Ltd. (“Jiyang”) which is unsecured, interest free and is repayable on demand.

In 2003 Jiyang entered into a partnership agreement with Hubei Industrial University to cooperate and develop HIUBC in Wuhan. Jiyang’s responsibilities are incorporation, investment, construction and management for HIUBC. Hubei Industrial University’s responsibilities were to provide goodwill and manpower support for HIUBC. The terms of the partnership agreement was from April 16, 2003 to July 31, 2013 (10 years). Based the agreement, 5% tuition fee income is paid to Jiyang as management fee for services provided to HIUBC.

For the three and six months ended June 30, 2010 and 2009, management fees paid to Jiyang and included in cost of revenue were RMB1,101, RMB2,203, RMB994 and RMB1,987 respectively.

 
5

 

NOTE 5 
OPERATING LEASE COMMITMENT
 
HIUBC leases land from third parties under operating leases which expire at various dates from September 2016 through December 2029.  At June 30, 2010, HIUBC has outstanding commitments with respect to operating leases are as follows:
 
Fiscal year ending December 31,
     
   
RMB
 
2010
    206  
2011
    411  
2012
    411  
2013
    411  
2014
    411  
Thereafter
    2,928  
      4,778  
 
NOTE 6 
CONCENTRATIONS AND RISKS

During 2010 and 2009, both 100% of HIUBC’s assets were located and 100% of HIUBC’s revenues were earned in China.

NOTE 7 
SUBSEQUENT EVENT

Wintown Limited (“Wintown”) was incorporated on August 18, 2004 in the British Virgin Islands as a limited liability company. Wintown is an investment holding company. Wintown established Shanghai Rubao Information and Technology Co., Ltd. (“Rubao”) in the PRC as a wholly owned subsidiary on January 20, 2005.  The business activities of Rubao are information technology development, consulting and investment holding. On July 20, 2010, Rubao acquired the entire stake of Wuhan Jiyang Education Investment Co., Ltd. (“Jiyang”) which owned the entire stake of HIUBC. On August 19, 2010, the shareholder of Wintown entered into a Share Transfer Agreement with ChinaCast Education Corporation (“CEH”) to dispose of the entire stake in Wintown to CEH for RMB 450,000,000. This transaction was consummated on August 23, 2010.

 
6